Ameriprise Financial, Inc. (AMP)

Shares Available for Awards and Individual Award Limits

        The number of shares of our common stock ("Shares") authorized for issuance with respect to Incentive Awards granted under the 2005 Incentive Compensation Plan is estimated to be 37,900,000. Of those Shares, the maximum number of Shares that may be covered by "incentive stock options" within the meaning of section 422 of the Code shall not exceed 5,000,000. It is expected that the number of Shares that may be covered by Substitution Awards will be approximately 9,000,000. Shares issued under the 2005 Incentive Compensation Plan may be either newly issued shares or treasury shares.

        Excluding any Substitution Awards, we anticipate that the maximum number of Shares that may be covered by Incentive Awards granted under the 2005 Incentive Compensation Plan to any single participant in the 2005 Incentive Compensation Plan (a "Participant") in any calendar year will not exceed 3,000,000 Shares. We further anticipate that the amount payable to any Participant with respect to any calendar year for all Cash Incentive Awards for which the performance period is not longer than one year shall not exceed $15,000,000, and for which the performance period is longer than one year shall not exceed $10,000,000.

        We intend that Shares covered by Incentive Awards shall only be counted as used to the extent they are actually issued and delivered to a Participant (or a Participant's permitted transferees). We further intend that Shares covered by Substitution Awards that are not counted as used shall be available for use in connection with any other Incentive Awards. Accordingly, if an Incentive Award is settled for cash or if Shares are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with an Incentive Award, only the Shares issued (if any), net of the Shares withheld, will be deemed delivered for purposes of determining the number of Shares that remain available for delivery under the 2005 Incentive Compensation Plan. We also intend that if Shares are issued subject to conditions which may result in the forfeiture, cancellation or return of such Shares to our company, any portion of the Shares forfeited, cancelled or returned shall be treated as not issued pursuant to the 2005 Incentive Compensation Plan. We further intend that if Shares owned by a Participant (or a Participant's permitted transferees) are tendered (either actually or through attestation) to our company in payment of any obligation in connection with an Incentive Award, the

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number of Shares tendered shall be added to the number of Shares that are available for delivery under the 2005 Incentive Compensation Plan.

        In addition, we expect that if our company uses cash it receives in payment of the exercise price or purchase price in connection with any Incentive Award to repurchase Shares, the Shares so repurchased will be added to the aggregate number of Shares available under the 2005 Incentive Compensation Plan. We also expect that the Shares covered by Incentive Awards granted pursuant to the 2005 Incentive Compensation Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as used under the 2005 Incentive Compensation Plan for these purposes.